WEST PHARMACEUTICAL SERVICES INC
For the period ended May 4, 2026. Filed Mar 12, 2026.
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May 4, 2026 · Filed Mar 12, 2026
Contents
Pay Versus Performance
As required by Item 402(v) of SEC Regulation S-K (“Item 402(v)”), the following table, footnotes and discussion provide “Pay versus Performance” information for the last five fiscal years for our Principal Executive Officer (“PEO”) and other proscribed NEOs. The information provided below was not considered by the Compensation Committee in structuring or determining compensation for our NEOs. Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding our executive compensation program.
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| · · · · · · Average · · · · · · · · · | |||||||||||||
| · · · · · · Summary · · · · · · · · · | |||||||||||||
| | | Summary | | | | Compensation | | Average | | Value of Initial Fixed $100 | | | |
| | | Compensation | | | | Table | | Compensation | | Investment Based on: | | | |
| · · Table · · Compensation · · Total for · · Actually Paid to · · West Total · · Peer Group Total · · · | |||||||||||||
| · · Total for · · Actually Paid to · · Non-PEO · · Non-PEO · · Shareholder · · Shareholder · · Net Income · · Revenue | |||||||||||||
| Year · · PEO ($)(1) · · PEO ($)(1,2,3) · · NEOs ($)(1) · · NEOs ($)(1,2,3) · · Return ($) · · Return ($)(4) · · (GAAP)($MM) · · ($MM)(5) | |||||||||||||
| 2025 | 7,190,876 | | 4,115,453 | | 3,799,861 | | 3,767,358 | 59 | | 118 | 494 | | 3,074 |
| 2024 | 8,394,201 | 5,251,027 | 1,751,246 | 1,232,922 | 70 | | 103 | 493 | 2,893 | ||||
| 2023 | 9,418,624 | 16,987,422 | 2,082,653 | 3,165,717 | 75 | | 100 | 593 | 2,950 | ||||
| 2022 | 7,905,061 | (12,073,257) | 1,772,404 | (632,515) | 50 | | 98 | 586 | 2,887 | ||||
| 2021 | 9,472,757 | 35,095,275 | 1,998,585 | 5,071,519 | 100 | | 100 | 662 | 2,832 | ||||
| (1) | For each year represented, our PEO and NEOs were as follows: |
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| Officer | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| PEO | Eric M. Green | Eric M. Green | Eric M. Green | Eric M. Green | Eric M. Green |
| NEO | Robert W. McMahon | Bernard J. Birkett | Bernard J. Birkett | Bernard J. Birkett | Bernard J. Birkett |
| NEO | Shane A. Campbell | Silji Abraham | Silji Abraham | Silji Abraham | Silji Abraham |
| NEO | Annette F. Favorite | Annette F. Favorite | Kimberly B. MacKay | Kimberly B. MacKay | David Montecalvo |
| NEO | Kimberly B. MacKay | Kimberly B. MacKay | Cindy Reiss-Clark | Cindy Reiss-Clark | Kimberly B. MacKay |
| NEO | Bernard J. Birkett | | | | |
| (2) | Amounts shown for Compensation “Actually Paid” are computed in accordance with Item 402(v) and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as described in footnote (3) below. |
| (3) | Compensation “Actually Paid” reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used to calculate Compensation “Actually Paid” are based on our grant date fair value of these awards as disclosed in the Company’s audited financial statements for the years reflected in the table below. |
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| Summary Compensation Table Total to Compensation “Actually Paid” Reconciliation for the PEO and Non-PEO NEOs | ||||||||||||||||||||
| · · Calculation for PEO · · Calculation for Average of Non-PEO NEOs | ||||||||||||||||||||
| Calculation(A) of Compensation “Actually Paid” | | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2024 ($) | | 2025 ($) | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2024 ($) | | 2025 ($) | |
| SCT Total Compensation | 9,472,757 | 7,905,061 | 9,418,624 | 8,394,201 | 7,190,876 | 1,998,585 | 1,772,404 | 2,082,653 | 1,751,246 | 3,799,861 | ||||||||||
| Less: Stock and Option Award Values Reported in SCT for the Covered Year | (5,500,108) | (6,000,281) | (6,500,268) | (6,800,291) | (4,436,009) | (762,613) | (987,595) | (1,062,670) | (1,100,313) | (2,222,397) | ||||||||||
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year | 12,288,155 | 4,429,188 | 7,670,988 | 6,443,448 | 5,736,271 | 1,509,999 | 734,313 | 1,254,057 | 1,042,573 | 2,649,012 | ||||||||||
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | 19,186,892 | (13,183,737) | 3,050,648 | (2,826,375) | (2,830,452) | 2,238,405 | (1,598,040) | 416,668 | (462,313) | (301,482) | ||||||||||
| Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year | (346,776) | (5,103,659) | 3,370,158 | 47,293 | (1,497,428) | 87,143 | (553,597) | 475,009 | 2,307 | (156,634) | ||||||||||
| Less: Aggregate Change in Actuarial Present Value of Pension Benefits | (5,645) | (119,829) | (22,728) | (7,249) | (47,805) | — | — | — | (578) | (1,002) | ||||||||||
| Compensation “Actually Paid” | 35,095,275 | (12,073,257) | 16,987,422 | 5,251,027 | 4,115,453 | 5,071,519 | (632,515) | 3,165,717 | 1,232,922 | 3,767,358 | ||||||||||
| (A) | For the PEO and other NEOs, for each covered year, service cost and prior service cost of pension benefits equals $0, fair value of awards that are granted and vest in the same covered fiscal year equals $0, and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0. |
Compensation Tables I 69
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest. Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date in accordance with Item 402(v). The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the SCT.
| (4) | Reflects total shareholder return indexed to $100 per share for West and the S&P 500 Health Care Index (“Peer Group”), which is the industry line peer group reported in our 2025 Form 10-K. For each reporting year, TSR is measured as follows: |
| Reporting Year | Beginning | End | Number of Years |
|---|---|---|---|
| 2025 | 1/2/2021 | 12/31/2025 | 5 |
| 2024 | 1/2/2021 | 12/31/2024 | 4 |
| 2023 | 1/2/2021 | 12/31/2023 | 3 |
| 2022 | 1/2/2021 | 12/31/2022 | 2 |
| 2021 | 1/2/2021 | 12/31/2021 | 1 |
| (5) | Pursuant to Item 402(v), we determined West’s revenue to be the most important financial performance measure used to link Company performance to Compensation “Actually Paid” to our PEO and other NEOs, and this is designated as our Company-Selected Measure for 2025. This performance measure may not have been the most important financial performance measure for years 2021 through 2024, and we may determine a different financial performance measure to be the most important such measure in future years. |
2025 Tabular List of Most Important Financial and Non-Financial Performance Measures
Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we used during 2025 to link Compensation “Actually Paid” to our PEO and other NEOs to company performance.
Most Important Performance Measures
Revenue
Earnings per Share
Operating Cash Flow
Consolidated Gross Profit
Sales Compounded Annual Growth Rate
Return on Invested Capital
70** ** I Compensation Tables
Relationship Between Pay and Performance
A full description of the selection of our criteria, additional detail regarding the elements of our executive compensation design and the linkage of pay-and-performance reviewed by our Compensation Committee is discussed in our “Compensation Discussion and Analysis” section of this Proxy Statement. We believe our analysis demonstrates our pay-for-performance philosophy, which creates long-term value and benefits our shareholders. Item 402(v) relies heavily on stock pricing on particular dates and, as those values change considerably, could lead to different results depending on these fluctuations. As required by Item 402(v), the following charts set forth the relationship between Compensation “Actually Paid” to our PEO, the average of Compensation “Actually Paid” to our other NEOs, and the Company’s cumulative TSR, S&P 500 Health Care Index, Net Income, and Revenue over the five-year period from 2021 through 2025, each as set forth in the table above. As presented in the Pay versus Performance table above, 2022 CAP values for the PEO and Average NEO are negative.
Compensation Tables I 71
2025 Option Award Disclosure
As described in our CD&A, annual equity awards granted to NEOs are normally made once per year, although we may also make mid-year grants to new NEO hires. The Company’s policy on equity grants contains rules on determining (1) the grant date of equity awards (at least two business days following the release of our annual results for the preceding fiscal year, so that the awards are not made until such material nonpublic information has been disclosed to the public) and (2) the exercise price of stock options granted by the Committee (which must be at least equal to the closing price of our stock on the grant date).
In 2025, we released our financial results for the fourth-quarter and full-year 2024 on February 13, 2025 and granted annual equity awards on February 18, 2025. Because our Form 10-K was also filed on February 18, 2025, we are including the following table, which contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to the Company’s NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K.
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| · · · · · · · · · · Percentage change in the | |||||
| · · · · · · · · · · closing market price of the | |||||
| · · · · · · · · · · securities underlying the award | |||||
| · · · · · · · · · · between the trading | |||||
| · · · · · · · · · · day ending immediately prior to | |||||
| · · · · Number of · · · · · · the disclosure of material nonpublic | |||||
| · · · · securities · · · · Grant date fair · · information and the trading day | |||||
| · · · · underlying · · Exercise price · · value of the · · beginning immediately following | |||||
| · · · · the award · · of the award · · award · · the disclosure of | |||||
| Name · · Grant Date · · (#) · · ($/Sh) · · ($) · · material nonpublic information | |||||
| Eric M. Green | 2/18/2025 | 12,149 | 211.00 | 1,108,961 | -5.70% |
| Annette F. Favorite | 2/18/2025 | 1,251 | 211.00 | 114,191 | -5.70% |
| Kimberly B. MacKay | 2/18/2025 | 1,162 | 211.00 | 106,067 | -5.70% |
| Bernard J. Birkett | 2/18/2025 | 4,020 | 211.00 | 366,946 | -5.70% |
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